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Free Michigan Corporate Bylaws Template

Corporate bylaws are the internal rules your Michigan corporation runs on, and the statute names three different groups who can adopt the first set. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Michigan?

Corporate bylaws are the internal rules a Michigan corporation adopts to govern itself. Section 450.1231 of the Business Corporation Act covers the whole subject in a single compact paragraph.

That paragraph is unusually generous about who may act. Michigan corporate bylaws can come from the incorporators, the shareholders, or the board, where most states name only one or two of those.

Michigan Requirements for Corporate Bylaws

One section, three rules, no filing anywhere.

Three Groups May Adopt the First Set

A corporation’s incorporators, its shareholders, or its board may adopt the initial bylaws. The statute lists all three without ranking them, so whichever group is in place and ready can act.

Amendment Runs Two Ways by Default

The shareholders or the board may amend or repeal the bylaws, or adopt new ones. Both groups hold that power at the same time unless something displaces it.

Two Ways to Displace It

The articles of incorporation or the bylaws may provide that the power to adopt new bylaws is reserved exclusively to the shareholders. Alternatively, either document may provide that the bylaws, or any particular bylaw, shall not be altered or repealed by the board.

Notice that the second route can target a single provision. A corporation can leave the board free on everything else while fencing off one bylaw it cares about.

What They May Contain

The section closes by permitting any provision for the regulation and management of the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Can Michigan Bylaws Be Protected From the Board?

Yes, and you get a choice of instruments. Section 450.1231 allows either the articles of incorporation or the bylaws themselves to fence the board out.

The narrower option is often the better one. Rather than reserving all bylaw power to shareholders, a corporation can name one particular bylaw the board may not alter or repeal, leaving ordinary housekeeping with the directors.

Whichever route you take, write it down explicitly. The protection only exists where a document says so, and a bylaw that stays silent remains open to the board.

Putting the restriction in the bylaws rather than the articles keeps it easier to revisit. Section 450.1231 accepts either, and amending a bylaw is generally a lighter process than amending articles filed with the state.

How to Adopt Corporate Bylaws in Michigan

Adopting Michigan corporate bylaws is internal, and the flexibility about who acts keeps the sequence short.

  1. Complete the incorporation filing first.
  2. Choose which group adopts, since incorporators, shareholders, and the board are all eligible.
  3. Draft the bylaws, spanning meetings, quorum, directors, officers, and shares.
  4. Decide what the board should not touch, and write that restriction into the articles or the bylaws.
  5. Adopt and minute the decision, naming the group that acted and the date.
  6. Store the signed set with your corporate records, replacing it after each amendment.